Item 8. Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

The Cooper Companies, Inc.:

We have audited the accompanying consolidated balance sheets of The Cooper Companies, Inc. and subsidiaries (the Company) as of October 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2016. In connection with our audits of the consolidated financial statements, we have also audited financial statement schedule II. We also have audited the Company’s internal control over financial reporting as of October 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting appearing under item 9A. Our responsibility is to express an opinion on these consolidated financial statements, financial statement schedule and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Cooper Companies, Inc. and subsidiaries as of October 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, 2016, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/s/ KPMG LLP

San Francisco, California

December 22, 2016

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Income

Years Ended October 31, (In thousands, except per share amounts)	2016				2015				2014
Net sales	$	1,966,814			$	1,797,060			$	1,717,776
Cost of sales	793,735				726,798				626,206
Gross profit	1,173,079				1,070,262				1,091,570
Selling, general and administrative expense	722,798				712,543				683,115
Research and development expense	65,411				69,589				66,259
Amortization of intangibles	60,790				51,459				35,710
Operating income	324,080				236,671				306,486
Interest expense	26,190				18,103				7,965
Other expense, net	2,257				3,083				1,987
Income before income taxes	295,633				215,485				296,534
Provision for income taxes	20,699				10,341				24,705
Net income	274,934				205,144				271,829
Less: net income attributable to noncontrolling interests	1,017				1,621				1,973
Net income attributable to Cooper stockholders	$	273,917			$	203,523			$	269,856
Earnings per share attributable to Cooper stockholders - basic	$	5.65			$	4.20			$	5.61
Earnings per share attributable to Cooper stockholders - diluted	$	5.59			$	4.14			$	5.51
Number of shares used to compute earnings per share attributable to Cooper stockholders:
Basic	48,520				48,452				48,061
Diluted	49,026				49,179				48,960

See accompanying notes to consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Years Ended October 31, (In thousands)	2016				2015				2014
Net income	274,934				205,144				$	271,829
Other comprehensive (loss) income:
Foreign currency translation adjustment	(289,648		)		(79,424		)		(87,763		)
Change in value of derivative instruments, net of tax provision of $0, $30 and $630, respectively	—				47				986
Change in minimum pension liability, net of tax (benefit) of $(5,331), $(3,908), and $(2,348), respectively	(8,309		)		(6,084		)		(3,643		)
Other comprehensive loss	(297,957		)		(85,461		)		(90,420		)
Comprehensive (loss) income	(23,023		)		119,683				181,409
Less: comprehensive income attributable to noncontrolling interests	990				533				733
Comprehensive (loss) income attributable to Cooper stockholders	$	(24,013	)		$	119,150			$	180,676

See accompanying notes to consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

October 31, (In thousands)	2016				2015
ASSETS
Current assets:
Cash and cash equivalents	$	100,817			$	16,426
Trade accounts receivable, net of allowance for doubtful accounts of $8,517 at October 31, 2016 and $5,956 at October 31, 2015	291,370				282,918
Inventories	417,696				419,692
Deferred tax assets	47,103				41,731
Prepaid expense and other current assets	77,472				80,661
Total current assets	934,458				841,428
Property, plant and equipment, at cost	1,603,243				1,650,730
Less: accumulated depreciation and amortization	725,571				683,633
	877,672				967,097
Goodwill	2,164,748				2,197,077
Other intangibles, net	441,086				411,090
Deferred tax assets	6,107				4,510
Other assets	51,847				38,662
	$	4,475,918			$	4,459,864
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	226,325			$	243,803
Accounts payable	107,386				116,912
Employee compensation and benefits	77,717				67,373
Other current liabilities	125,027				140,694
Total current liabilities	536,455				568,782
Long-term debt	1,107,448				1,105,408
Deferred tax liabilities	37,532				31,016
Accrued pension liability and other	94,448				80,754
Total liabilities	1,775,883				1,785,960
Commitments and contingencies (see Note 12)
Stockholders’ equity:
Preferred stock, 10 cents par value, shares authorized: 1,000; zero shares issued or outstanding	—				—
Common stock, 10 cents par value, shares authorized: 120,000; issued 52,075 at October 31, 2016 and 51,558 at October 31, 2015	5,208				5,156
Additional paid-in capital	1,493,965				1,434,705
Accumulated other comprehensive loss	(489,600		)		(191,643		)
Retained earnings	2,050,443				1,779,440
Treasury stock at cost: 3,290 shares at October 31, 2016 and October 31, 2015	(360,149		)		(360,149		)
Total Cooper stockholders' equity	2,699,867				2,667,509
Noncontrolling interests	168				6,395
Stockholders’ equity	2,700,035				2,673,904
	$	4,475,918			$	4,459,864

See accompanying notes to consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity

	Common Shares							Treasury Stock							Additional Paid-In Capital				Accumulated Other Comprehensive Income (Loss)				Retained Earnings				Treasury Stock				Noncontrolling Interests				Total Stockholders' Equity
(In thousands)	Shares			Amount				Shares			Amount
Balance at October 31, 2013	47,995			$	4,800			2,340			$	234			$	1,329,329			$	(15,762	)		$	1,311,851			$	(225,917	)		$	18,959			$	2,423,494
Net income attributable to Cooper stockholders	—			—				—			—				—				—				269,856				—				—				269,856
Other comprehensive loss, net of tax	—			—				—			—				—				(90,420		)		—				—				—				(90,420		)
Issuance of common stock for stock plans	720			72				(72	)		(7		)		1,487				—				—				7,033				—				8,585
Treasury stock repurchase	(572	)		(57		)		572			57				—				—				—				(75,778		)		—				(75,778		)
Tax benefit from exercise of stock options	—			—				—			—				19,469				—				—				—				—				19,469
Dividends on common stock	—			—				—			—				—				—				(2,884		)		—				—				(2,884		)
Share-based compensation expense	—			—				—			—				36,515				—				—				—				—				36,515
Distributions to noncontrolling interests	—			—				—			—				—				—				—				—				(2,370		)		(2,370		)
Noncontrolling interests	—			—				—			—				—				—				—				—				1,973				1,973
Balance at October 31, 2014	48,143			$	4,815			2,840			$	284			$	1,386,800			$	(106,182	)		$	1,578,823			$	(294,662	)		$	18,562			$	2,588,440
Net income attributable to Cooper stockholders	—			—				—			—				—				—				203,523				—				—				203,523
Other comprehensive loss, net of tax	—			—				—			—				—				(85,461		)		—				—				—				(85,461		)
Issuance of common stock for stock plans	593			59				(18	)		(2		)		(6,690		)		—				—				1,817				—				(4,816		)
Treasury stock repurchase	(468	)		(47		)		468			47				—				—				—				(67,304		)		—				(67,304		)
Tax benefit from exercise of stock options	—			—				—			—				18,268				—				—				—				—				18,268
Dividends on common stock	—			—				—			—				—				—				(2,906		)		—				—				(2,906		)
Share-based compensation expense	—			—				—			—				32,879				—				—				—				—				32,879
Purchase of shares from noncontrolling interests	—			—				—			—				3,448				—				—				—				(11,518		)		(8,070		)
Distributions to noncontrolling interests	—			—				—			—				—				—				—				—				(714		)		(714		)
Noncontrolling interests	—			—				—			—				—				—				—				—				65				65
Balance at October 31, 2015	48,268			$	4,827			3,290			$	329			$	1,434,705			$	(191,643	)		$	1,779,440			$	(360,149	)		$	6,395			$	2,673,904
Net income attributable to Cooper stockholders	—			—				—			—				—				—				273,917				—				—				273,917
Other comprehensive loss, net of tax	—			—				—			—				—				(297,957		)		—				—				—				(297,957		)
Issuance of common stock for stock plans	517			52				—			—				7,162				—				—				—				—				7,214
Tax benefit from exercise of stock options	—			—				—			—				20,908				—				—				—				—				20,908
Dividends on common stock	—			—				—			—				—				—				(2,914		)		—				—				(2,914		)
Share-based compensation expense	—			—				—			—				29,858				—				—				—				—				29,858
Purchase of shares from noncontrolling interests	—			—				—			—				1,332				—				—				—				(3,561		)		(2,229		)
Distributions to noncontrolling interests	—			—				—			—				—				—				—				—				(697		)		(697		)
Noncontrolling interests	—			—				—			—				—				—				—				—				(1,969		)		(1,969		)
Balance at October 31, 2016	48,785			$	4,879			3,290			$	329			$	1,493,965			$	(489,600	)		$	2,050,443			$	(360,149	)		$	168			$	2,700,035

See accompanying notes to consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years Ended October 31, (In thousands)	2016				2015				2014
Cash flows from operating activities:
Net income	$	274,934			$	205,144			$	271,829
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	198,274				191,403				138,201
Share-based compensation expense	29,858				32,879				36,515
Loss on disposal of property, plant and equipment	30,607				42,415				9,814
Deferred income taxes	(10,725		)		5,582				(16,005		)
Excess tax benefit from share-based compensation awards	(19,801		)		(17,300		)		(19,300		)
Provision for doubtful accounts	2,561				(69		)		764
Change in assets and liabilities:
Accounts receivable	1,645				(4,528		)		(5,167		)
Inventories	12,249				(37,357		)		(7,582		)
Other assets	(5,171		)		(22,595		)		(13,468		)
Accounts payable	(10,465		)		10,108				1,288
Accrued liabilities	9,065				(10,658		)		34,017
Accrued income taxes	(8,920		)		(4,342		)		18,098
Other long-term liabilities	5,526				288				5,819
Cash provided by operating activities	509,637				390,970				454,823
Cash flows from investing activities:
Purchases of property, plant and equipment	(152,640		)		(243,023		)		(238,065		)
Acquisitions of businesses, net of cash acquired, and other	(266,139		)		(44,924		)		(1,109,702		)
Insurance proceeds received	—				—				1,359
Cash used in investing activities	(418,779		)		(287,947		)		(1,346,408		)
Cash flows from financing activities:
Proceeds from long-term debt	1,577,300				1,201,300				2,561,700
Repayments of long-term debt	(1,460,402		)		(1,372,129		)		(1,666,441		)
Net (repayments of) proceeds from short-term debt	(131,857		)		184,787				(7,331		)
Payment of loan notes issued for Sauflon acquisition	—				(51,208		)		—
Repurchase of common stock	—				(67,304		)		(75,778		)
Net proceeds (payments) related to share-based compensation awards	7,214				(4,816		)		8,585
Excess tax benefit from share-based compensation awards	19,801				17,300				19,300
Purchase of Origio shares from noncontrolling interests	(2,229		)		(8,070		)		—
Dividends on common stock	(2,914		)		(2,906		)		(2,884		)
Debt issuance costs	(12,583		)		—				(925		)
Distributions to noncontrolling interests	(697		)		(1,110		)		(2,438		)
Payment of contingent consideration	(500		)		(3,231		)		(3,819		)
Proceeds from construction allowance	5,485				710				12,196
Cash (used in) provided by financing activities	(1,382		)		(106,677		)		842,165
Effect of exchange rate changes on cash and cash equivalents	(5,085		)		(5,142		)		(2,751		)
Net increase (decrease) in cash and cash equivalents	84,391				(8,796		)		(52,171		)
Cash and cash equivalents at beginning of year	16,426				25,222				77,393
Cash and cash equivalents at end of year	$	100,817			$	16,426			$	25,222
Supplemental disclosures of cash flow information:
Cash paid for:
Interest, net of amounts capitalized	$	23,738			$	14,035			$	4,149
Income taxes	$	29,376			$	12,167			$	15,918
Litigation settlement charges	$	—			$	17,000			$	—

See accompanying notes to consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (continued)

Year Ended October 31, (In thousands)	2014
On August 6, 2014, The Cooper Companies, Inc. acquired all of the issued share capital of Sauflon Pharmaceuticals Limited for total consideration of approximately $1.13 billion. Liabilities were assumed as follows:
Supplemental disclosures of non-cash investing activities:
Fair value of assets acquired	$	1,305,828
Less:
Cash paid, net of cash acquired	1,063,077
Loan notes issued (1)	57,954
Liabilities assumed	$	184,797

(1) The loan notes issued at acquisition were fully paid in fiscal 2015.

See accompanying notes to consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

General

The Cooper Companies, Inc. (Cooper, we or the Company) is a global medical device company publicly traded on the NYSE Euronext (NYSE:COO). Cooper is dedicated to being A Quality of Life CompanyTM with a focus on delivering shareholder value. Cooper operates through our business units, CooperVision and CooperSurgical.

•	CooperVision develops, manufactures and markets a broad range of soft contact lenses for the worldwide vision correction market.

•	CooperSurgical develops, manufactures, markets and offers services within a broad range of medical devices and procedure solutions to improve health care delivery to families.

Estimates and Critical Accounting Policies

Management estimates and judgments are an integral part of financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). We believe that the critical accounting policies described in this section address the more significant estimates required of management when preparing our consolidated financial statements in accordance with GAAP. We consider an accounting estimate critical if changes in the estimate may have a material impact on our financial condition or results of operations. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, actual results could differ from the original estimates, requiring adjustment to these balances in future periods.

•

Revenue recognition - We recognize product net sales, net of discounts, returns and rebates in accordance with related accounting standards and SEC Staff Accounting Bulletins. As required by these standards, we recognize revenue when it is realized or realizable and earned, based on terms of sale with the customer, where persuasive evidence of an agreement exists, delivery has occurred, the seller's price is fixed and determinable and collectability is reasonably assured. For contact lenses as well as CooperSurgical's medical devices, surgical instruments, accessories, diagnostic products and services, this primarily occurs when title and risk of ownership transfers to our customers, and/or when services are rendered. We believe our revenue recognition policies are appropriate in all circumstances, and that our policies are reflective of our customer arrangements. We record, based on historical statistics, estimated reductions to revenue for customer incentive programs offered including cash discounts, promotional and advertising allowances, volume discounts, contractual pricing allowances, rebates and specifically established customer product return programs. We record taxes collected from customers on a net basis, as these taxes are not included in net sales.

•

Net realizable value of inventory - In assessing the value of inventories, we make estimates and judgments regarding aging of inventories and other relevant issues potentially affecting the saleable condition of products and estimated prices at which those products will sell. On an ongoing basis, we review the carrying value of our inventory, measuring number of months on hand and other indications of saleability. We reduce the value of inventory if there are indications that the carrying value is greater than market, resulting in a new, lower-cost basis for that inventory. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. While estimates are involved, historically, obsolescence has not been a significant factor due to long product dating and lengthy product life cycles.

•	Valuation of goodwill - We account for goodwill and evaluate our goodwill balances and test them for impairment annually during the fiscal third quarter and when an event occurs or circumstances change such that it is reasonably possible that impairment may exist in accordance with related accounting

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

standards. We performed our annual impairment test in our fiscal third quarter of 2016, and our analysis indicated that we had no impairment of goodwill. We performed our annual impairment test in our fiscal third quarter of 2015 and concluded that we had no impairment of goodwill in that year.

In fiscal 2016 and 2015, we performed qualitative assessments to test each reporting unit's goodwill for impairment. Qualitative factors considered in this assessment include industry and market considerations, overall financial performance and other relevant events and factors affecting each reporting unit. Based on our qualitative assessment, if we determine that the fair value of a reporting unit is more likely than not to be less than its carrying amount, the two-step impairment test will be performed.

Initially, we compare the book value of net assets to the fair value of each reporting unit that has goodwill assigned to it. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of the impairment. A reporting unit is the level of reporting at which goodwill is tested for impairment. Our reporting units are the same as our business segments - CooperVision and CooperSurgical - reflecting the way that we manage our business.

Goodwill impairment analysis and measurement is a process that requires significant judgment. If our common stock price trades below book value per share, there are changes in market conditions or a future downturn in our business, or a future annual goodwill impairment test indicates an impairment of our goodwill, we may have to recognize a non-cash impairment of our goodwill that could be material, and could adversely affect our results of operations in the period recognized and also adversely affect our total assets, stockholders' equity and financial condition.

•

Business combinations - We routinely consummate business combinations. Results of operations for acquired companies are included in our consolidated results of operations from the date of acquisition. We recognize separately from goodwill, the identifiable assets acquired, including acquired in-process research and development, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date fair values as defined by accounting standards related to fair value measurements. As of the acquisition date, goodwill is measured as the excess of consideration given, generally measured at fair value, and the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. Direct acquisition costs are expensed as incurred.

•

Income taxes - We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

As part of the process of preparing our consolidated financial statements, we must estimate our income tax expense for each of the jurisdictions in which we operate. This process requires significant management judgments and involves estimating our current tax exposures in each jurisdiction including the impact, if any, of additional taxes resulting from tax examinations as well as judging the recoverability of deferred tax assets. To the extent recovery of deferred tax assets is not likely based on our estimation of future taxable income in each jurisdiction, a valuation allowance is established. Tax exposures can involve complex issues and may require an extended period to resolve. Frequent changes in tax laws in each jurisdiction complicate future estimates. To determine the tax rate, we are required to estimate full-year income and the related income tax expense in each jurisdiction. We update the estimated effective tax rate for the effect of significant unusual items as they are identified. Changes in the geographic mix or

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

estimated level of annual pre-tax income can affect the overall effective tax rate, and such changes could be material.

Regarding accounting for uncertainty in income taxes, we recognize the benefit from a tax position only if it is more likely than not that the position would be sustained upon audit based solely on the technical merits of the tax position. We measure the income tax benefits from the tax positions that are recognized, assess the timing of the derecognition of previously recognized tax benefits and classify and disclose the liabilities within the consolidated financial statements for any unrecognized tax benefits based on the guidance in the interpretation of related accounting guidance for income taxes. The interpretation also provides guidance on how the interest and penalties related to tax positions may be recorded and classified within our Consolidated Statement of Income and presented in the Consolidated Balance Sheet. We classify interest and penalties related to uncertain tax positions as additional income tax expense.

•

Share-Based Compensation - We grant various share-based compensation awards, including stock options, performance unit shares, restricted stock and restricted stock units. Under fair value recognition provisions, share-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating Cooper's stock price volatility, employee exercise behaviors and related employee forfeiture rates.

The expected life of the share-based awards is based on the observed and expected time to post-vesting forfeiture and/or exercise. Groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. In determining the expected volatility, management considers implied volatility from publicly-traded options on Cooper's common stock at the date of grant, historical volatility and other factors. The risk-free interest rate is based on the continuous rates provided by the United States Treasury with a term equal to the expected life of the award. The dividend yield is based on the projected annual dividend payment per share, divided by the stock price at the date of grant.

As share-based compensation expense recognized in our Consolidated Statement of Income is based on awards ultimately expected to vest, the amount of expense has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant, based on historical experience, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

If factors change and we employ different assumptions in the application of the fair value recognition provisions, the compensation expense that we record in future periods may differ significantly from what we have recorded in the current period.

Accounting Pronouncements Issued and Not Yet Adopted

In October 2016, the FASB issued Accounting Standards Update ("ASU") 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires entities to recognize the income tax consequences on an intra-entity transfer of an asset other than inventory when the transfer occurs. The ASU changes the timing of the recognition of the income tax consequences of non-inventory transfers which under current guidance defers the income tax consequences until the asset is sold to an outside party or otherwise recognized. The guidance for the amendments of ASU 2016-16 requires companies to apply a modified retrospective approach with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. We are currently evaluating the impact of ASU 2016-16 which is effective for the Company in our fiscal year and interim periods beginning on November 1, 2018.

In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which is intended to improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. The ASU changes the following aspects of the accounting for share-based payment award transactions, including: accounting for income taxes; classification

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

of excess tax benefits on the statement of cash flows; forfeitures; minimum statutory tax withholding requirements; and classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes. We are currently evaluating the impact of ASU 2016-09, which is effective for the Company in our fiscal year and interim periods beginning on November 1, 2017.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. We are currently evaluating the impact of ASU 2016-02, which is effective for the Company in our fiscal year and interim periods beginning on November 1, 2019.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which requires entities to present all deferred tax assets and liabilities as noncurrent. The amendments in the ASU are effective for the Company in our fiscal year and interim periods beginning on November 1, 2017. The Company does not expect the new guidance to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. The amendments in the ASU can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of the initial application along with additional disclosures. We are currently evaluating the impact of ASU 2014-09, which is effective for the Company in our fiscal year beginning on November 1, 2018.

Accounting Pronouncements Recently Adopted

In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments (Topic 850). ASU 2015-16 requires that an acquirer recognizes adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The effect on earnings as a result of the change to the provisional amounts, calculated as if the accounting had been completed as of the acquisition date, must be recorded in the reporting period in which the adjustment amounts are determined rather than retrospectively. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendment should be applied prospectively to adjustments to provisional amounts that occur after the effective date of the guidance, with early adoption permitted for financial statements that have not been issued. We elected to early adopt this guidance on a prospective basis for the quarter ended July 31, 2016. Such adoption did not have a material impact to our consolidated financial position.

In April 2015, the FASB issued Accounting Standards Update (ASU) 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We elected to early adopt this guidance as a change in accounting principle on a retrospective basis in the fiscal first quarter ended January 31, 2016. As of January 31, 2016 and October 31, 2015, we have presented debt issuance costs related

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

to our term loans, previously reported in other assets, as direct deductions from the carrying amount of the debt liability. We also presented the debt issuance costs related to our revolving credit facility as a deferred asset within other assets, as permitted by ASU 2015-15, Imputation of Interest, which was issued in August 2015. Such adoption did not have a material impact to our consolidated financial position.

Consolidation

The financial statements in this report include the accounts of all of Cooper's consolidated entities. All significant intercompany transactions and balances are eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year's presentation.

Foreign Currency Translation

Most of our operations outside the United States use their local currency as their functional currency. We translate these assets and liabilities into United States dollars at year-end exchange rates. We translate income and expense accounts at weighted average rates for each year. We record gains and losses from the translation of financial statements in foreign currencies into United States dollars in other comprehensive income. We record gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location's functional currency in net income for each period. We recorded in other expense and income a net foreign exchange loss of $1.6 million for fiscal 2016, $3.5 million for fiscal 2015, and $2.9 million for fiscal 2014.

Financial Instruments

We may use derivatives to reduce market risks associated with changes in foreign exchange and interest rates. We do not use derivatives for trading or speculative purposes. We believe that the counterparties with which we enter into forward exchange contracts and interest rate swap agreements are financially sound and that the credit risk of these contracts is not significant.

We operate multiple foreign subsidiaries that manufacture and/or sell our products worldwide. As a result, our earnings, cash flow and financial position are exposed to foreign currency risk from foreign currency denominated receivables and payables, sales transactions, capital expenditures and net investment in certain foreign operations. Our policy is to minimize, to the extent reasonable and practical, transaction, remeasurement and specified economic exposures with derivatives instruments such as foreign exchange forward contracts and cross currency swaps. The gains and losses on these derivatives are intended to at least partially offset the transaction gains and losses recognized in earnings.

Exposures are reduced whenever possible by taking advantage of offsetting payable and receivable balances and netting net sales against expenses, also referred to as natural hedges. We may employ the use of foreign currency derivative instruments to manage a portion of the remaining foreign exchange risk. Our risk management objectives and the strategies for achieving those objectives depend on the type of exposure being hedged.

We are also exposed to risks associated with changes in interest rates, as the interest rate on our credit agreements vary. To mitigate this risk, we may hedge portions of our variable rate debt by swapping those portions to fixed rates. We only enter into derivative financial instruments with institutions with which we have an International Swap Dealers Association (ISDA) agreement in place. When applicable, we record interest rate derivatives as net on our Consolidated Balance Sheet, in accordance with derivative accounting. When we net or set-off our interest rate derivative obligations, only the net asset or liability position will be credit affected. We had no outstanding interest rate swaps at October 31, 2016. Since ISDA agreements are signed between the Company and each respective financial institution, netting is permitted on a per institution basis only. On an ongoing basis, we monitor counterparty credit ratings. We consider our credit non-performance risk to be minimal because we award and

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

disperse derivatives business between multiple commercial institutions that have at least an investment grade credit rating.

Effectiveness testing of the hedge relationship and measurement to quantify ineffectiveness is performed at a minimum each fiscal quarter using the hypothetical derivative method. Effective amounts are reclassified to interest expense as the related hedged expense is incurred.

Litigation

We are subject to various legal proceedings, claims, litigation, investigations and contingencies arising out of the ordinary course of business. If we believe the likelihood of an adverse legal outcome is probable and the amount is estimable, we accrue a liability in accordance with accounting guidance for contingencies. We consult with legal counsel on matters related to litigation and seek input both within and outside the Company.

Long-lived Assets

We review long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset group are compared to the asset group's carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value. If management has committed to a plan to dispose of long-lived assets, the assets to be disposed of are reported at the lower of carrying amount or fair value less estimated costs to sell.

CooperVision provides optometric practices with in-office lenses used in marketing programs to facilitate efficient and convenient fitting of contact lenses by practitioners. Such lens fitting sets generally consist of a physical binder or rack to store contact lenses and an array of lenses. We record the costs associated with the original fitting set to other long-term assets on our Consolidated Balance Sheet. We amortize such costs over their estimated useful lives to selling, general and administrative expense on our Consolidated Statements of Income. We also expense the cost for lenses provided to practitioners as replenishment for fitting sets in the period shipped to selling, general and administrative expense on our Consolidated Statements of Income.

Cash and Cash Equivalents

Cash and cash equivalents include short-term income producing investments with maturity dates of three months or less. These investments are readily convertible to cash and are carried at cost, which approximates market value.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Inventories

October 31, (In millions)	2016				2015
Raw materials	$	86.0			$	80.9
Work-in-process	12.6				14.5
Finished goods	319.1				324.3
	$	417.7			$	419.7

Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost that approximates actual cost, on a first-in, first-out basis.

Property, Plant and Equipment

October 31, (In millions)	2016				2015
Land and improvements	$	18.2			$	19.8
Buildings and improvements	259.9				226.1
Machinery and equipment	1,171.1				1,085.1
Construction in progress	154.1				319.7
Less: Accumulated depreciation	725.6				683.6
	$	877.7			$	967.1

Property, plant and equipment are stated at cost. We compute depreciation using the straight-line method in amounts sufficient to write off depreciable assets over their estimated useful lives. We amortize leasehold improvements over their estimated useful lives or the period of the related lease, whichever is shorter. We depreciate buildings over 30 to 40 years and machinery and equipment over 3 to 15 years.

We expense costs for maintenance and repairs and capitalize major replacements, renewals and betterments. We eliminate the cost and accumulated depreciation of depreciable assets retired or otherwise disposed of from the asset and accumulated depreciation accounts and reflect any gains or losses in operations for the period. We had capitalized interest included in construction in progress of $3.1 million and $6.2 million for the years ended October 31, 2016 and 2015, respectively.

Earnings Per Share

We determine basic earnings per share (EPS) by using the weighted average number of shares outstanding. We determine diluted EPS by increasing the weighted average number of shares outstanding in the denominator by the number of outstanding dilutive equity awards using the treasury stock method.

Treasury Stock

We record treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. At October 31, 2016 and 2015, the number of shares in treasury was 3,290,318 and 3,290,318, respectively. No shares were purchased during the year ended October 31, 2016, and 467,539 shares were purchased during the year ended October 31, 2015. See Note 8 for additional information on the share repurchase program.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 2. Acquisitions

Fiscal Year 2016

On September 6, 2016, we completed the acquisition of Soflex, an Israel based manufacturer and distributor of soft contact lenses. The fair value of the consideration transferred for the acquisition was approximately $15.1 million, $14.3 million net of cash acquired. Our preliminary allocation of the fair value of the purchase price includes $7.8 million in identifiable intangible assets, consisting of $6.7 million for customer relationships, $1.0 million for trade names and $0.1 million for non-compete agreement; $9.0 million in goodwill; and $1.7 million in identifiable net liabilities. We are in the process of finalizing information related to assets, liabilities, income taxes and the corresponding effect on goodwill.

On May 31, 2016 we completed the acquisition of Reprogenetics UK, a UK based genetics laboratory specializing in service offerings of preimplantation genetic screening (PGS) and preimplantation genetic diagnosis (PGD) used during the IVF process. The fair value of the consideration transferred for the acquisition was approximately $11.7 million, $11.4 million net of cash acquired. Our preliminary allocation of the fair value of the purchase price includes $6.3 million in identifiable intangible assets, consisting of $5.1 million for customer relationships and $1.2 million for trade names; $5.6 million in goodwill; and $0.2 million in identifiable net liabilities. We are in the process of finalizing information related to income taxes and the corresponding effect on goodwill.

On May 25, 2016, we completed the acquisition of Recombine Inc., a U.S. based clinical genetic testing company specializing in carrier screening. The fair value of the consideration transferred for the acquisition was approximately $84.9 million, $84.4 million net of cash acquired. Our preliminary allocation of the fair value of the purchase price includes $30.0 million in identifiable intangible assets, consisting of $23.1 million for technology, $2.4 million for customer relationships and $4.5 million for trade names; $65.4 million in goodwill; and $10.5 million in identifiable net liabilities. We are in the process of finalizing information related to certain assets, income taxes and the corresponding effect on goodwill.

On May 4, 2016, we completed the acquisition of Kivex Biotec A/S (K-Systems), a Danish manufacturer and distributor of equipment for IVF clinics. The fair value of the consideration transferred for the acquisition was approximately $11.7 million, $11.5 million net of cash acquired. Our preliminary allocation of the fair value of the purchase price includes $5.4 million in identifiable intangible assets, consisting of $3.6 million for Technology, $1.0 million for trade names and $0.8 million for customer relationships; $5.6 million in goodwill; and $0.7 million in identifiable net tangible assets. We are in the process of finalizing information related to income taxes and the corresponding effect on goodwill.

On March 31, 2016 we completed the acquisition of Genesis Genetics Inc., a U.S. based genetics laboratory specializing in PGS and PGD used during the IVF process. The fair value of the consideration transferred for the acquisition was approximately $61.1 million in cash, $60.5 million net of cash acquired. Our preliminary allocation of the fair value of the purchase price includes $28.6 million in identifiable intangible assets, consisting of $25.2 million for customer relationships and $3.4 million for trade names; $28.7 million in goodwill; and $3.8 million in identifiable net tangible assets. We are in the process of finalizing information related to income taxes and the corresponding effect on goodwill.

On February 8, 2016, we completed the acquisition of The Pipette Company, an Australian manufacturer and distributor of micro pipettes for the Assisted Reproductive Technology market. The fair value of the consideration transferred for the acquisition was approximately $20.2 million in cash, $19.6 million net of cash acquired. Our preliminary allocation of the fair value of the purchase price includes $5.6 million in identifiable intangible assets, consisting of $5.2 million for customer relationships and $0.4 million for trade names; $15.0 million in goodwill; and $0.4 million in identifiable net liabilities. We are in the process of finalizing information related to income taxes and the corresponding effect on goodwill.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

On December 17, 2015, we completed the acquisition of Research Instruments Limited, a UK manufacturer and supplier of IVF medical devices and systems. The fair value of the consideration transferred for the acquisition was approximately $53.6 million in cash, $50.0 million net of cash acquired. Our allocation of the fair value of the purchase price includes $10.3 million in identifiable intangible assets, consisting of $6.2 million for developed technology, $2.2 million of trade names and $1.9 million for customer relationships; $35.8 million in goodwill; and $7.6 million in identifiable net tangible assets.

Fiscal Year 2015

On August 7, 2015, we completed the acquisition of Reprogenetics LLC, a U.S. based genetics laboratory specializing in PGS and PGD used during the IVF process. The fair value of the consideration transferred for the acquisition was approximately $47.7 million in cash, $44.1 million net of cash acquired. Our allocation of the fair value of the purchase price includes $24.2 million in identifiable intangible assets, consisting of $21.0 million for customer relationships and $3.2 million of trade name; $16.9 million in goodwill; and $6.6 million in identifiable net tangible assets.

We believe these acquisitions strengthen CooperSurgical's business through the addition of new or complementary products and services within IVF and our genetic testing platform.

The pro forma results of operations of these acquisitions have not been presented because the effects of the business combinations described above, individually and in the aggregate, were not material to our consolidated results of operations.

Fiscal Year 2014

Sauflon Acquisition

On August 6, 2014, which we refer to as the Sauflon acquisition date, we completed the acquisition of the entire issued share capital of Sauflon Pharmaceuticals Limited (Sauflon), a privately-owned European manufacturer and distributor of soft contact lenses and solutions, that was based in Twickenham, United Kingdom. The fair value of the consideration transferred for Sauflon was approximately $1,073.2 million in cash, $1,063.1 million net of cash acquired, and approximately $58.0 million in the form of loan notes issued by Cooper. The loan notes were denominated in British pounds and redeemed and paid in our fiscal second quarter of 2015.

We acquired Sauflon to accelerate the growth in sales of our single-use products by enabling a multi-tier, single-use strategy with a full suite of hydrogel and silicone hydrogel product offerings in the major product categories of sphere, toric and multifocal lenses. This acquisition was also intended to provide for enhanced relationships with key European retailers and opportunities for operational synergies.

The acquisition was accounted for under the acquisition method of accounting, and the related assets acquired and liabilities assumed were recorded at fair value. While the acquisition was completed on August 6, 2014, we accounted for the acquisition as of August 1, 2014, and have included the operating results of Sauflon in our CooperVision business segment from that date. The impact of Sauflon's results of operations for the period August 1, 2014 through August 5, 2014 on our CooperVision business segment results of operations was de minimis. Similarly, we have determined that any difference in the fair value of assets acquired and liabilities assumed with respect to Sauflon between August 1, 2014 and August 6, 2014 was de minimis.

The following table summarizes our consideration paid for Sauflon and the allocation of the purchase price to assets acquired and liabilities assumed. We repaid substantially all of the acquired debt concurrently with the acquisition with our available funds.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In millions)	Useful Lives of Intangible Assets	Fair Value
Goodwill		$	856.2
Trademarks	10 years	$	7.2
Technology	10 years	138.2
Customer relationships	15 years	39.3
License and distribution rights and other	2 to 5 years	51.6
In-process research and development	N/A	43.1
Purchased intangible assets		$	279.4
Cash and cash equivalents		$	10.1
Property, plant and equipment		83.9
Inventories		36.2
Trade accounts receivable		42.3
Other current assets		6.9
Debt		(85.1		)
Accounts payable		(23.6		)
Long term deferred tax liabilities		(56.7		)
Other creditors and current liabilities		(18.5		)
Net tangible liabilities		$	(4.5	)
Total purchase consideration		$	1,131.1

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. The goodwill recorded as part of the acquisition of Sauflon was ascribed to our CooperVision business segment and is not amortized. This goodwill includes the following:

▪	The expected synergies and other benefits that we believe will result from combining the operations of Sauflon with the operations of CooperVision;

▪	Any intangible assets that did not qualify for separate recognition, as well as future, yet unidentified projects and products; and

▪	The value of the going-concern element of Sauflon's existing businesses (the higher rate of return on the assembled collection of net assets versus if CooperVision had acquired all of the net assets separately).

Management determined fair values of the identifiable intangible assets through a combination of income approaches including relief from royalty, with-and-without, multi-period excess earnings and disaggregated methods. The valuation models were based on estimates of future operating projections of the acquired business and rights to sell products as well as judgments on the discount rates used and other variables. We determined the forecasts based on a number of factors, including our best estimate of near-term net sales expectations and long-term projections, which include review of internal and independent market analyses. The discount rate used was representative of the weighted average cost of capital.

The unaudited pro forma financial results presented below for the fiscal years ended October 31, 2014 and 2013, include the effects of pro forma adjustments as if the acquisition occurred on November 1, 2012. The pro forma results were prepared using the acquisition method of accounting and combine the historical results of Cooper and Sauflon for the fiscal years ended October 31, 2014 and 2013, including the effects of the business combination, primarily amortization expense related to the fair value of identifiable intangible assets

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

acquired, interest expense associated with the financing obtained by Cooper in connection with the acquisition, and the elimination of incurred acquisition-related costs.

The fiscal 2014 unaudited pro forma financial information is not adjusted to exclude $36.1 million of restructuring costs and costs incurred in the fiscal year to integrate the operations of Cooper with Sauflon. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the earliest period presented, nor is it intended to be a projection of future results.

Years Ended October 31, (In millions, except per share amounts, pro forma, unaudited)	2014				2013
Revenue	$	1,858.2			$	1,746.3
Net income attributable to Cooper stockholders	$	276.0			$	284.9
Diluted earnings per share	$	5.64			$	5.73

The pro forma results for fiscal 2014 were adjusted to include pre-tax amortization of intangible assets totaling $22.2 million, and an additional $6.4 million of interest expense. The pro forma results were adjusted to exclude pre-tax acquisition-related costs totaling $20.4 million.

The pro forma results for fiscal 2013 were adjusted to include pre-tax amortization of intangible assets totaling $29.7 million and an additional $9.3 million of interest expense.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 3. Restructuring and Integration Costs

2014 Sauflon Integration Plan

During the fiscal fourth quarter of 2014, in connection with the Sauflon acquisition, our CooperVision business unit initiated restructuring and integration activities to optimize operational synergies of the combined companies. These activities include product and equipment rationalization, workforce reductions and consolidation of duplicative facilities. As of October 31, 2016, our activities related to this restructuring and integration plan were complete. The total restructuring costs under this plan were $148.3 million.

In fiscal 2016, we recorded in cost of sales $56.4 million of expense, arising from production-related asset disposals, accelerated depreciation on equipment, and inventory rationalization, primarily related to older lens products, based on our review of products, materials and manufacturing processes of Sauflon. We recorded in cost of sales $1.1 million of employee termination costs. We recorded in selling, general and administrative expense a reduction of $1.1 million due to decreased expected employee termination payments; and we recorded $0.2 million of expense for lease termination costs. In addition, CooperVision incurred $10.0 million of integration costs in fiscal 2016, included in operating expenses.

In fiscal 2015, we recorded in cost of sales $57.7 million of expense, arising from production-related asset disposals and accelerated depreciation on equipment, primarily related to our hydrogel lenses, based on our review of products, materials and manufacturing processes of Sauflon. We recorded in cost of sales $4.0 million of employee termination costs. We recorded in selling, general and administrative expense a reduction of $7.2 million, as a result of decreased estimates in expected employee termination costs and voluntary terminations; and we recorded $0.4 million of expense for lease termination costs. We recorded in research and development expense $0.7 million of employee termination costs. In addition, CooperVision incurred $35.2 million of integration costs in fiscal 2015, included in operating expenses.

In fiscal 2014, we recorded restructuring charges of $20.3 million for employee termination costs; $15.3 million for product rationalization, including inventory write-offs and production-related asset impairments, primarily related to our Avaira toric contact lenses, based on our review of products, materials and manufacturing processes of Sauflon; and $0.5 million of lease termination costs for facility closures. In addition, CooperVision incurred $2.8 million of integration costs recorded in selling, general and administrative expense. Of the employee termination costs, $19.7 million are recorded in selling, general and administrative expense and $0.6 million in research and development expense. The product rationalization costs are recorded in cost of sales. The lease termination costs and other related costs are recorded in selling, general and administrative expense.

A summary of the total restructuring costs by major component recognized for the fiscal years ended October 31, 2016, October 31, 2015, and October 31, 2014, is as follows:

(In millions)	Employee-related				Facilities-related				Product Rationalization				Total
Amounts incurred in:
Year ended October 31, 2014	$	20.3			$	0.5			$	15.3			$	36.1
Year ended October 31, 2015	(2.5		)		0.4				57.7				55.6
Year ended October 31, 2016	—				0.2				56.4				56.6
Cumulative amounts as of October 31, 2016	$	17.8			$	1.1			$	129.4			$	148.3

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following table summarizes the restructuring activities by major component:

(In millions)	Employee-related				Facilities-related				Product Rationalization				Total
Additions during fiscal 2014	$	20.3			$	0.5			$	15.3			$	36.1
Payments during the fiscal year	(0.4		)		—				—				(0.4		)
Non-cash adjustments (b)	—				—				(15.3		)		(15.3		)
Balance at October 31, 2014	$	19.9			$	0.5			$	—			$	20.4
(Reductions) additions during fiscal 2015	(2.5		)		0.4				57.7				55.6
Payments during the fiscal year	(9.0		)		(0.4		)		—				(9.4		)
Non-cash adjustments (a) (b)	0.2				(0.2		)		(57.7		)		(57.7		)
Balance at October 31, 2015	$	8.6			$	0.3			$	—			$	8.9
Additions during fiscal 2016	—				0.2				56.4				56.6
Payments during the fiscal year	(5.2		)		(0.2		)		—				(5.4		)
Non-cash adjustments (a) (b)	(0.6		)		—				(56.4		)		(57.0		)
Balance at October 31, 2016	$	2.8			$	0.3			$	—			$	3.1

(a) Non-cash adjustments for employee-related and facilities-related costs represent currency translation adjustment.

(b) Non-cash adjustments for product rationalization represent equipment disposals, inventory write-offs and accelerated depreciation.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 4. Intangible Assets

Goodwill

(In millions)	CooperVision				CooperSurgical				Total
Balance as of October 31, 2014	$	1,861.5			$	359.4			$	2,220.9
Net (reductions) additions during the year ended October 31, 2015	(1.2		)		17.4				16.2
Translation	(32.7		)		(7.3		)		(40.0		)
Balance as of October 31, 2015	$	1,827.6			$	369.5			$	2,197.1
Net additions during the year ended October 31, 2016	9.1				156.9				166.0
Translation	(190.3		)		(8.1		)		(198.4		)
Balance as of October 31, 2016	$	1,646.4			$	518.3			$	2,164.7

Of the October 31, 2016 goodwill balance, $117.9 million for CooperSurgical and $19.7 million for CooperVision is expected to be deductible for tax purposes.

Other Intangible Assets

	As of October 31, 2016								As of October 31, 2015
(In millions)	Gross Carrying Amount				Accumulated Amortization & Translation				Gross Carrying Amount				Accumulated Amortization & Translation				Weighted Average Amortization Period
																	(In years)
Trademarks	$	36.6			$	6.8			$	23.7			$	4.4			12
Technology	354.8				139.3				318.9				114.7				11
Customer relationships	285.7				121.9				247.0				104.5				13
License and distribution rights and other	65.8				33.8				71.7				26.6				9
	742.9				$	301.8			661.3				$	250.2			12
Less accumulated amortization and translation	301.8								250.2
Other intangible assets, net	$	441.1							$	411.1

Included in Technology at October 31, 2016, is $7.4 million of acquired in-process research and development from Sauflon that is not amortized. Included in Technology at October 31, 2015 is $39.5 million of acquired in-process research and development from Sauflon, of which $2.3 million was written off and $29.8 million has been placed in service in during fiscal 2016. See Note 2. Acquisitions for additional information on acquired intangible assets from Sauflon.

We estimate that amortization expense for our existing other intangible assets will be approximately $58.5 million in fiscal 2017, $56.5 million in fiscal 2018, $54.2 million in fiscal 2019, $44.7 million in fiscal 2020 and $43.1 million in fiscal 2021.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 5. Debt

October 31, (In millions)	2016				2015
Short-term:
Overdraft and other credit facilities	$	17.1			$	240.4
Current portion of long-term debt	210.7				3.8
Less: unamortized debt issuance cost	(1.5		)		(0.4		)
	$	226.3			$	243.8
Long term:
Credit Agreement	$	—			$	109.0
Term loans	1,111.2				996.3
Other	0.2				0.5
Less: unamortized debt issuance cost	(4.0		)		(0.4		)
	$	1,107.4			$	1,105.4

Annual maturities of long-term debt as of October 31, 2016, are as follows:

Year (In millions)
2017	$	—
2018	$	281.2
2019	$	—
2020	$	—
2021	$	830.2
Thereafter	$	—

Revolving Credit and Term Loan Agreement on March 1, 2016 (2016 Credit Agreement)

On March 1, 2016, we entered into a new Revolving Credit and Term Loan Agreement (2016 Credit Agreement), among the Company, CooperVision International Holding Company, LP, the lenders party thereto and KeyBank National Association, as administrative agent. The 2016 Credit Agreement provides for a multicurrency revolving credit facility in an aggregate principal amount of $1.0 billion and a term loan facility in an aggregate principal amount of $830.0 million, each of which, unless terminated earlier, mature on March 1, 2021. In addition, we have the ability from time to time to request an increase to the size of the revolving credit facility or establish one or more new term loans under the term loan facility in an aggregate amount up to $750.0 million, subject to the discretionary participation of the lenders.

The 2016 Credit Agreement replaced our previous Credit Agreement that was entered into on January 12, 2011 (2011 Credit Agreement), and we terminated the 2011 Credit Agreement on March 1, 2016. In connection with the termination, all borrowings outstanding under the 2011 Credit Agreement were repaid and all letters of credit outstanding were transferred to the 2016 Credit Agreement. We did not incur any termination or prepayment penalties with respect to replacing the 2011 Credit Agreement. We used funds from the new term loan to repay the $200.0 million outstanding principal amount of the two uncommitted revolving lines of credit, entered into on March 24, 2015, as well as to partially repay outstanding amounts under the term loans entered into on August 4, 2014, and September 12, 2013, and for general corporate purposes.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Amounts outstanding under the 2016 Credit Agreement will bear interest, at our option, at either the base rate, or the adjusted LIBO rate or adjusted foreign currency rate (each as defined in the 2016 Credit Agreement), plus, in each case, an applicable rate of between 0.00% and 0.75%, in respect of base rate loans and between 1.00% and 1.75% in respect of adjusted LIBO rate or adjusted foreign currency rate loans, in each case in accordance with a pricing grid tied to the Total Leverage Ratio, as defined in the 2016 Credit Agreement.

We pay an annual commitment fee that ranges from 0.125% to 0.25% of the unused portion of the revolving credit facility depending on certain financial ratios. In addition to the annual commitment fee described above, we are also required to pay certain letter of credit and related fronting fees and other administrative fees pursuant to the terms of the 2016 Credit Agreement.

The 2016 Credit Agreement is not secured by any of the Company's, or any of its subsidiaries’ (including CooperVision International Holding Company), assets. All obligations under this facility will be guaranteed by each of the Company’s existing and future direct and indirect domestic material subsidiaries, as defined in the 2016 Credit Agreement. CooperVision International Holding Company is responsible only for its own obligations, if any, and does not guarantee any of the Company’s obligations under the 2016 Credit Agreement.

The facility is not subject to amortization and is not subject to mandatory prepayments prior to maturity. We may prepay loan balances from time to time, in whole or in part, without premium or penalty (other than any related breakage costs).

The 2016 Credit Agreement contains customary restrictive covenants, as well as financial covenants that require us to maintain a certain total leverage ratio and interest coverage ratio, each as defined in the 2016 Credit Agreement. The 2016 Credit Agreement also contains customary events of default, the occurrence of

which would permit KeyBank as the administrative agent to declare the principal, accrued interest and other obligations under the agreement to be immediately due and payable.

Pursuant to the terms of the 2016 Credit Agreement and the Term Loan Agreements discussed below, we are also required to maintain specified financial ratios:

•	Interest Coverage Ratio, as defined, to be at least 3.00 to 1.00 at all times.

•	Total Leverage Ratio, as defined, to be no higher than 3.75 to 1.00.

At October 31, 2016, we were in compliance with the Interest Coverage Ratio at 24.27 to 1.00 and the Total Leverage Ratio at 1.95 to 1.00.

At October 31, 2016, we had $830.0 million outstanding under the term loan and $999.8 million available under the revolving credit agreement.

Uncommitted Revolving Lines of Credit on March 24, 2015

On March 24, 2015, we entered into two uncommitted line of credit agreements with TD Bank, N.A. and Santander Bank, N.A. These lines of credit had a termination date of March 24, 2016, and each provided revolving loan amounts to Cooper of up to $100.0 million, at the lender's option, with maturity dates of up to ninety days from the loan origination date. Amounts outstanding under these agreements bear interest at a rate equal to LIBOR for the period plus, 0.9%, payable in arrears on the last day of the period, as defined in the agreements. In the fiscal second quarter of 2016, in connection with the refinancing discussed above, we repaid the full outstanding principal amount of the two uncommitted revolving lines of credit and terminated both lines of credit.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

$700 million Term Loan and $300 million Term Loan

On August 4, 2014, we entered into a three-year, $700.0 million, senior unsecured term loan agreement by and among the Company, the lenders party thereto and KeyBank National Association as administrative agent (2014 Term Loan Agreement). In August 2014, we utilized this facility to fund the acquisition of Sauflon, as well as to provide working capital and for general corporate purposes. We repaid $493.0 million of the outstanding balance in fiscal 2016 using the funds from the 2016 Credit Agreement, as well as from cash provided by operations.

On March 1, 2016, we entered into an Amendment and Restatement Agreement (A/R 2014 Term Loan Agreement) to amend and restate in its entirety the 2014 Term Loan Agreement, as amended previously by Amendment No. 1 dated as of August 21, 2015. The A/R 2014 Term Loan Agreement modifies certain provisions of the 2014 Term Loan Agreement to, among other things, conform certain restrictive covenants and events of default to the restrictive covenants and events of default contained in our new 2016 Credit Agreement. The 2014 Term Loan will mature and the balance is payable on August 4, 2017. The 2014 Term Loan has no amortization of principal and we may prepay loan balances from time to time, in whole or in part, without premium or penalty.

On September 12, 2013, we entered into a five-year, $300.0 million, senior unsecured term loan agreement by and among the Company; the lenders party thereto and KeyBank National Association, as administrative agent (2013 Term Loan Agreement). On March 1, 2016, we entered into an Amendment and Restatement Agreement (A/R 2013 Term Loan Agreement) to amend and restate in its entirety the 2013 Term Loan Agreement, as amended previously by Amendment No. 1 dated as of June 30, 2014, Amendment No. 2 dated as of August 4, 2014 and Amendment No. 3 dated as of August 21, 2015. The A/R 2013 Term Loan Agreement modifies certain provisions of the 2013 Term Loan Agreement to, among other things, conform certain restrictive covenants and events of default to the restrictive covenants and events of default contained in our new 2016 Credit Agreement. The 2013 Term Loan will mature on September 12, 2018, and will be subject to amortization of principal of 5.0% per annum payable quarterly beginning October 31, 2016, with the balance payable at maturity. In fiscal second quarter of 2016, we repaid $15.0 million of the outstanding balance using the funds from the 2016 Credit Agreement.

Amounts outstanding under the 2014 and 2013 A/R Term Loan Agreements (Term Loan Agreements) will bear interest, at our option, at either the base rate, or the adjusted LIBO rate (each as defined in the Term Loan Agreements), plus, in each case, an applicable rate of between 0.00% and 0.50% in respect of base rate loans and between 0.75% and 1.50% in respect of adjusted LIBO rate loans, in each case in accordance with a pricing grid tied to the Total Leverage Ratio, as defined in the Term Loan Agreements.

The Term Loan Agreements contain customary restrictive covenants, as well as financial covenants that require us to maintain a certain Total Leverage Ratio and Interest Coverage Ratio, each as defined in the agreements, consistent with the 2016 Credit Agreement discussed above. The Term Loan Agreements also contain customary events of default, consistent with the 2016 Credit Agreement, the occurrence of which would permit the Administrative Agent to declare the principal, accrued interest and other obligations of the Company under the Term Loan Agreements to be immediately due and payable.

At October 31, 2016, we had $207.0 million outstanding under the 2014 Term Loan, and $285.0 million outstanding under the 2013 Term Loan.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

European Credit Facilities

We maintain European credit facilities in the form of continuing and unconditional guarantees. The aggregate facility limit was $34.0 million and $33.2 million at October 31, 2016 and 2015, respectively. We will pay all forms of indebtedness in the currency in which it is denominated for those certain subsidiaries. Interest expense is calculated on all outstanding balances based on an applicable base rate for each country plus a fixed spread common across most subsidiaries covered under the guaranty. At October 31, 2016, $0.9 million of the facility was utilized. The weighted average interest rate on the outstanding balances was 7.4%.

In addition to these European credit facilities, we also have available certain non-guaranteed Euro-denominated overdraft facilities. The aggregate facility limit was $0.7 million and $0.7 million at October 31, 2016 and 2015, respectively. At October 31, 2016, none of this facility was utilized.

Asian Pacific Credit Facilities

We maintain Yen-denominated credit facilities in Japan supported by continuing and unconditional guarantees. The aggregate facility limit was $56.9 million and $49.7 million at October 31, 2016 and 2015, respectively. We will pay all forms of indebtedness in Yen upon demand. Interest expense is calculated on the outstanding balance based on the base rate or TIBOR plus a fixed spread. At October 31, 2016, $14.8 million of the combined facilities was utilized. The weighted average interest rate on the outstanding balances was 0.4%.

We maintain credit facilities for certain of our Asia Pacific subsidiaries. Each facility is supported by a continuing and unconditional guaranty. The aggregate facility limit was $11.2 million and $10.9 million at October 31, 2016 and 2015, respectively. We will pay all forms of indebtedness, for each facility, in the currency in which it is denominated for those certain subsidiaries. Interest expense is calculated on all outstanding balances based on an applicable base rate for each country plus a fixed spread common across all subsidiaries covered under each guaranty. At October 31, 2016, $0.5 million of the facility was utilized. The weighted average interest rate on the outstanding balances was 3.9%.

Letters of Credit

We maintain letters of credit throughout the world with various financial institutions that primarily serve as guarantee notes on certain debt obligations. The aggregate outstanding amount of letters of credit at October 31, 2016 and October 31, 2015 was $4.6 million and $2.5 million, respectively.

Note 6. Income Taxes

Cooper's effective tax rate (ETR) (provision for income taxes divided by pretax income) for fiscal 2016 was 7.0% and fiscal 2015 was 4.8%. The increase in the ETR in fiscal 2016 compared to fiscal 2015 was due to an increase in foreign nondeductible integration and transaction expenses, partially offset by renewal of the R&D tax credit and lower state income taxes. The decrease in the ETR in fiscal 2015 compared to fiscal 2014 of 8.3%, was primarily due to discrete items including the renewal of the R&D tax credit in the United States and increase in integration activities.

The ETR is below the United States statutory rate as a majority of our taxable income is earned in foreign jurisdictions with lower tax rates. The ratio of domestic income to worldwide income significantly impacts our overall tax rate due to the fact that the tax rates in the majority of foreign jurisdictions where we operate are significantly lower than the statutory rate in the United States.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The components of income from continuing operations before income taxes and extraordinary items and the income tax provision related to income from all operations in our Consolidated Statements of Income consist of:

Years Ended October 31, (In millions)	2016				2015				2014
Income before income taxes:
United States	$	31.5			$	31.9			$	32.5
Foreign	264.1				183.6				264.0
	$	295.6			$	215.5			$	296.5
Income tax provision	$	20.7			$	10.3			$	24.7

The income tax provision (benefit) related to income from continuing operations in our Consolidated Statements of Income consists of:

Years Ended October 31, (In millions)	2016				2015				2014
Current:
Federal	$	14.6			$	0.2			$	23.0
State	1.3				1.2				1.1
Foreign	15.5				3.3				16.6
	31.4				4.7				40.7
Deferred:
Federal	(3.9		)		12.0				(5.3		)
State	(0.7		)		(0.5		)		(0.9		)
Foreign	(6.1		)		(5.9		)		(9.8		)
	(10.7		)		5.6				(16.0		)
Income tax provision	$	20.7			$	10.3			$	24.7

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

We reconcile the provision for income taxes attributable to income from operations and the amount computed by applying the statutory federal income tax rate of 35% to income before income taxes as follows:

Years Ended October 31, (In millions)	2016				2015				2014
Computed expected provision for taxes	$	103.5			$	75.4			$	103.8
(Decrease) increase in taxes resulting from:
Income earned outside the United States subject to different tax rates	(81.2		)		(72.6		)		(85.5		)
State taxes, net of federal income tax benefit	1.2				1.4				0.8
Foreign source income subject to United States tax	—				—				0.5
Research and development credit	(1.2		)		(0.7		)		(0.1		)
Incentive stock option compensation and non-deductible employee compensation	0.5				0.4				0.4
Tax accrual adjustment	(5.0		)		3.8				3.8
Other, net	2.9				2.6				1.0
Actual provision for income taxes	$	20.7			$	10.3			$	24.7

The tax effects of temporary differences that give rise to the deferred tax assets and liabilities are:

October 31, (In millions)	2016				2015
Deferred tax assets:
Accounts receivable, principally due to allowances for doubtful accounts	$	3.3			$	1.3
Inventories	6.2				4.9
Litigation settlements	0.5				0.2
Accrued liabilities, reserves and compensation accruals	50.3				43.1
Share-based compensation expenses	24.5				26.4
Net operating loss carryforwards	2.7				2.8
Plant and equipment	0.4				4.4
Research and experimental expenses - Section 59(e)	6.7				2.6
Tax credit carryforwards	1.8				1.1
Total gross deferred tax assets	96.4				86.8
Less valuation allowance	(13.3		)		(13.4		)
Deferred tax assets	83.1				73.4
Deferred tax liabilities:
Tax deductible goodwill	(29.5		)		(26.5		)
Transaction costs	(1.1		)		(1.1		)
Foreign deferred tax liabilities	(5.6		)		(6.6		)
Other intangible assets	(31.2		)		(24.0		)
Total gross deferred tax liabilities	(67.4		)		(58.2		)
Net deferred tax assets	$	15.7			$	15.2

Current deferred tax liabilities of $4 thousand at October 31, 2016, and $4 thousand at October 31, 2015, are included in other accrued liabilities on the balance sheet.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, we believe it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowance at October 31, 2016. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

For the year ended October 31, 2014, we recorded in purchase accounting deferred tax assets in connection with our acquisition of Sauflon Pharmaceuticals, Ltd., and subsidiaries. A valuation allowance of $13.5 million was set up against Sauflon Hungary's development tax credits.

A valuation allowance of $13.3 million and $13.4 million was recorded against our gross deferred tax asset balance as of October 31, 2016, and October 31, 2015, respectively.

As of October 31, 2016, there was approximately $2.1 billion of undistributed earnings in our foreign subsidiaries which we have not provided for federal income tax since we intend to reinvest this amount outside the United States indefinitely.

At October 31, 2016, we had federal net operating loss carryforwards of $0.3 million and state net operating loss carryforwards of $38.9 million. We also had federal net operating loss carryforwards of $8.0 million related to share based compensation exercises as of October 31, 2016. A tax benefit and a credit to additional paid-in capital for the excess deduction would not be recognized until such deduction reduces taxes payable. Additionally, we had $7.0 million of federal alternative minimum tax credits, $6.6 million of federal research credits and $1.3 million of California research credits. The federal net operating loss and federal research credits carryforwards expire on various dates between 2029 through 2036, and the federal alternative minimum tax credits carry forward indefinitely. The state net operating loss carryforwards expire on various dates between 2019 through 2036, and the California research credits carry forward indefinitely. The net operating loss and other tax credits may be subject to certain limitations upon utilization under Section 382 of the Internal Revenue Code.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The aggregated changes in the balance of gross unrecognized tax benefits were as follows:

(In millions)
Balance at October 31, 2014	$	31.4
Increase from prior year's UTB's	—
Increase from current year's UTB's	18.7
UTB (decrease) from expiration of statute of limitations	(9.8		)
Balance at October 31, 2015	40.3
Increase from prior year's UTB's	4.5
Increase from current year's UTB's	6.7
UTB (decrease) from expiration of statute of limitations	(11.6		)
Balance at October 31, 2016	$	39.9

As of October 31, 2016, we had unrecognized tax benefits of $29.7 million, including $3.7 million of related accrued interest and penalties that, if recognized, would affect our effective tax rate. It is our policy to recognize interest and penalties directly related to incomes taxes as additional income tax expense.

Included in the balance of unrecognized tax benefits at October 31, 2016, is $1.6 million related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months. This amount represents a decrease in unrecognized tax benefits related to expiring statutes in various jurisdictions worldwide and is comprised of transfer pricing and other items.

We are required to file income tax returns in the United States federal jurisdiction, various state and local jurisdictions, and many foreign jurisdictions. As of October 31, 2016, the tax years for which we remain subject to United States federal income tax assessment upon examination are 2013 through 2015, as well as other major tax jurisdictions including the United Kingdom, Japan and France. We remain subject to income tax examinations in Australia for the tax years 2012 through 2015.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 7. Earnings Per Share

Years Ended October 31,
(In millions, except per share amounts)	2016				2015				2014
Net income attributable to Cooper stockholders	$	273.9			$	203.5			$	269.9
Basic:
Weighted average common shares	48.5				48.5				48.1
Basic earnings per share attributable to Cooper stockholders	$	5.65			$	4.20			$	5.61
Diluted:
Weighted average common shares	48.5				48.5				48.1
Effect of dilutive stock options	0.5				0.7				0.9
Diluted weighted average common shares	49.0				49.2				49.0
Diluted earnings per share attributable to Cooper stockholders	$	5.59			$	4.14			$	5.51

The following table sets forth stock options to purchase our common stock and restricted stock units that were not included in the diluted earnings per share calculation because their effect would have been antidilutive for the periods presented:

Years Ended October 31,
(In thousands, except exercise prices)	2016			2015				2014
Stock option shares excluded	392			123				138
Range of exercise prices	$131.60-$162.69			$	162.28			$	119.89
Restricted stock units excluded	2			1				1

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 8. Stockholders’ Equity

Analysis of changes in accumulated other comprehensive income (loss):

(In millions)	Foreign Currency Translation Adjustment				Change in Value of Derivative Instruments				Minimum Pension Liability				Total
Balance at October 31, 2013	$	(4.6	)		$	(1.1	)		$	(10.1	)		$	(15.8	)
Gross change in value for the period	(87.8		)		(0.1		)		(5.9		)		(93.8		)
Reclassification adjustments for loss realized in income	—				1.7				—				1.7
Tax effect for the period	—				(0.6		)		2.3				1.7
Balance at October 31, 2014	$	(92.4	)		$	(0.1	)		$	(13.7	)		$	(106.2	)
Gross change in value for the period	$	(79.4	)		$	—			$	(10.0	)		$	(89.4	)
Reclassification adjustments for loss realized in income	—				0.1				—				0.1
Tax effect for the period	—				—				3.9				3.9
Balance at October 31, 2015	$	(171.8	)		$	—			$	(19.8	)		$	(191.6	)
Gross change in value for the period	$	(289.6	)		$	—			$	(13.7	)		$	(303.3	)
Tax effect for the period	—				—				5.3				5.3
Balance at October 31, 2016	$	(461.4	)		$	—			$	(28.2	)		$	(489.6	)

Share Repurchases

In December 2011, our Board of Directors authorized the 2012 Share Repurchase Program and subsequently amended the total repurchase authorization to $500.0 million of the Company's common stock. With the amendment, this program has no expiration date and may be discontinued at any time. Purchases under the 2012 Share Repurchase Program are subject to a review of the circumstances in place at the time and may be made from time to time as permitted by securities laws and other legal requirements.

We did not repurchase any shares under the 2012 Share Repurchase Program during the fiscal year ended October 31, 2016.

During the fiscal year ended October 31, 2015, we repurchased 468 thousand shares of our common stock for $67.3 million and approximately $118.4 million remained authorized for repurchase under the program. During the three months ended October 31, 2015, we repurchased 368 thousand shares of our common stock for $51.3 million at an average purchase price of $139.60 per share. For the three months ended January 31, 2015, we repurchased 100 thousand shares of our common stock for $16.0 million at an average purchase price of $159.96 per share. We did not repurchase shares during the three-month periods ended July 31, 2015 and April 30, 2015.

Cash Dividends

In fiscal 2016 and 2015, we paid semiannual dividends of 3 cents per share: an aggregate of $1.4 million or 3 cents per share on February 9, 2016, to stockholders of record on January 22, 2016; $1.5 million or 3 cents per share on August 5, 2016, to stockholders of record on July 22, 2016; $1.4 million or 3 cents per share on February 9, 2015, to stockholders of record on January 23, 2015; $1.5 million or 3 cents per share on August 6, 2015, to stockholders of record on July 24, 2015.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Stockholders' Rights Plan

Under our stockholders' rights plan, each outstanding share of our common stock carries one-half of one preferred share purchase right (Right). The Rights will become exercisable only under certain circumstances involving acquisition of beneficial ownership of 20% or more of our common stock by a person or group (Acquiring Person) without the prior consent of Cooper's Board of Directors. If a person or group becomes an Acquiring Person, each Right would then entitle the holder (other than an Acquiring Person) to purchase, for the then purchase price of the Right (currently $450, subject to adjustment), shares of Cooper's common stock, or shares of common stock of any person into which we are thereafter merged or to which 50% or more of our assets or earning power is sold, with a market value of twice the purchase price. The Rights will expire in October 2017 unless earlier exercised or redeemed. The Board of Directors may redeem the Rights for $0.01 per Right prior to any person or group becoming an Acquiring Person.

Note 9. Stock Plans

At October 31, 2016, Cooper had the following share-based compensation plans:

2006 Long-Term Incentive Plan for Non-Employee Directors (2006 Directors Plan)

In March 2006, we received stockholder approval of the 2006 Directors Plan. The Plan was subsequently amended and restated, and approved by stockholders, in March 2009 and again in March 2011. The Board of Directors further amended the Second Amended and Restated 2006 Directors Plan in October 2011, October 2012, October 2013 and October 2016.

The Second Amended and Restated 2006 Directors Plan, as amended, authorizes either Cooper's Board of Directors or a designated committee thereof composed of two or more Non-Employee Directors to grant to Non-Employee Directors during the period ending March 21, 2019, equity awards for up to 950,000 shares of common stock, subject to adjustment for future stock splits, stock dividends, expirations, forfeitures and similar events.

As amended, the Second Amended and Restated 2006 Directors Plan provides for annual equity award grants to Non-Employee Directors on November 15 of each fiscal year, and awards will vest on the first anniversary of the date of grant. Each Non-Employee Director may be awarded equity in the form of stock options, restricted stock or restricted stock units, or a combination of award types, with a total grant value of $270,000, or $285,500 in the case of the Lead Director and $297,000 in the case of the Chairman of the Board.

When the equity award is in the format of stock options, options expire no more than 10 years after the grant date and the options will vest on the first anniversary of the date of grant. When the equity award is in the format of restricted stock, each Non-Employee Director may be awarded the right to purchase shares for $0.10 per share and the restrictions on the restricted stock will lapse on the first anniversary of the date of grant. If the equity award is in the format of restricted stock units, there is no purchase price applied and the units will vest and be released on the first anniversary of the date of grant.

As of October 31, 2016, 152,670 shares remained available under the 2006 Directors' Plan for future grants.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

2007 Long-Term Incentive Plan (2007 LTIP)

In March 2007, we received stockholder approval of the 2007 LTIP. The 2007 LTIP was subsequently amended and restated, and granted stockholder approval in March 2009, March 2011, and March 2016.

The Third Amended and Restated 2007 LTIP is designed to increase our stockholder value by attracting, retaining and motivating key employees and consultants who directly influence our profitability. The Third Amended and Restated 2007 LTIP authorizes either our Board of Directors, or a designated committee thereof composed of two or more Non-Employee Directors, to grant to eligible individuals during the period ending December 31, 2026, up to 6,930,000 shares in the form of specified equity awards including stock option, restricted stock unit and performance share awards, subject to adjustment for future stock splits, stock dividends, expirations, forfeitures and similar events.

During fiscal 2016, we granted stock options, restricted stock units (RSUs) and performance share awards to employees under the Third Amended and Restated 2007 LTIP. All equity awards are granted at 100% of fair market value on the date of grant and stock options expire no more than 10 years after the grant date. Stock options may become exercisable based on our common stock achieving certain price targets, specified time periods elapsing or other criteria designated by the Board of Directors or its authorized committee at their discretion. RSUs are nontransferable awards entitling the recipient to receive shares of common stock, without any payment in cash or property, in one or more installments at a future date or dates as determined by the Board of Directors or its authorized committee. For RSUs, legal ownership of the shares is not transferred to the employee until the unit vests, which is generally over a specified time period. Performance share awards are nontransferable awards entitling the recipient to receive a variable number of shares of common stock, without any payment in cash or property, in one or more installments at a future date or dates as determined by the Board of Directors or its authorized committee. Legal ownership of the shares is not transferred to the recipient until the award vests, and the number of shares distributed is dependent upon the achievement of certain performance targets over a specified period of time. As of October 31, 2016, 2,010,278 shares remained available under the Third Amended and Restated 2007 LTIP for future grants. The amount of available shares includes shares which may be distributed under performance share awards.

Share-Based Compensation

The compensation cost and related tax benefit recognized in our consolidated financial statements for share-based awards were as follows:

October 31,
(In millions)	2016				2015				2014
Selling, general and administrative expense	$	26.2			$	29.2			$	32.4
Cost of sales	2.6				2.8				2.2
Research and development expense	1.1				0.9				1.9
Total compensation expense	$	29.9			$	32.9			$	36.5
Related income tax benefit	$	9.0			$	10.2			$	11.7

We capitalized share-based compensation expense as part of the cost of inventory in the amounts of $2.6 million, $2.8 million, and $2.2 million during the fiscal years ended October 31, 2016, 2015 and 2014, respectively. Net proceeds (payments) related to share-based compensation awards for the fiscal years ended October 31, 2016, 2015 and 2014 were approximately $7.2 million, $(4.8) million and $8.6 million, respectively.

Details regarding the valuation and accounting for share-based awards follow.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Stock Options

The fair value of each stock option award granted is estimated on the date of grant using the Black-Scholes option valuation model and assumptions noted in the following table. The expected life of the awards is based on the observed and expected time to post-vesting forfeiture and/or exercise. Groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. In determining the expected volatility, management considers implied volatility from publicly-traded options on our common stock at the date of grant, historical volatility and other factors. The risk-free interest rate is based on the continuous rates provided by the United States Treasury with a term equal to the expected life of the option. The dividend yield is based on the projected annual dividend payment per share, divided by the stock price at the date of grant.

Years Ended October 31,	2016			2015			2014
Expected life	4.8 - 5.5 years			4.8 - 5.5 years			4.8 - 5.5 years
Expected volatility	27.6% - 27.7%			29.0% - 29.5%			31.5% - 35.3%
Risk-free interest rate	1.3% - 1.5%			1.3% - 1.5%			1.4% - 1.6%
Dividend yield	0.04	%		0.04	%		0.05	%

The activity and status of our stock option plans are summarized below:

	Number of Shares			Weighted- Average Exercise Price Per Share				Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at October 31, 2015	1,090,531			$	79.85
Granted	393,728			$	133.14
Exercised	378,871			$	53.85
Forfeited or expired	—			$	—
Outstanding at October 31, 2016	1,105,388			$	107.74			6.66
Vested and exercisable at October 31, 2016	468,031			$	74.75			4.42		$	47,408,122

The weighted-average fair value of each option granted during fiscal 2016, estimated as of the grant date using the Black-Scholes option pricing model, for the 2007 LTIP was $37.24. The weighted-average fair value of each option granted during fiscal 2015, estimated as of the grant date using the Black-Scholes option pricing model, for the 2007 LTIP was $48.70. For the 2006 Directors Plan, the weighted-average fair values of options granted for fiscal 2016 and 2015 were $43.91 and $48.53, respectively. The expected requisite service period for options granted to employees in fiscal 2016 was 60 months. The total intrinsic value of options exercised during the year ended October 31, 2016 was $41.9 million.

Stock awards outstanding under our current plans have been granted at prices which are either equal to or above the market value of the common stock on the date of grant. Options granted under the 2007 LTIP generally vest over four to five years based on market and service conditions and expire no later than ten years after the grant date. Options granted under the 2006 Directors Plan generally vest in one year or upon achievement of a market condition and expire no later than ten years after the grant date. We generally recognize compensation expense ratably over the vesting period. Directors' options and restricted stock grants are expensed on the date of grant as the 2006 Directors Plan does not contain a substantive future requisite service period. As of October 31, 2016, there was $11.3 million of total unrecognized compensation cost

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

related to nonvested options, which is expected to be recognized over a remaining weighted-average vesting period of 3.5 years.

Restricted Stock Units

RSUs granted under the 2007 LTIP have been granted at prices which are either equal to or above the market value of the stock on the date of grant and generally vest over four to five years. The fair value of restricted stock units is estimated on the date of grant based on the market price of our common stock. We recognize compensation expense ratably over the vesting period. As of October 31, 2016, there was $52.3 million of total unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a remaining weighted-average vesting period of 3.2 years.

The status of our non-vested RSUs is summarized below:

	Number of Shares			Weighted- Average Grant Date Fair Value Per Share
Non-vested RSUs at October 31, 2015	516,206			$	121.96
Granted	198,448			$	132.78
Vested and issued	178,511			$	104.86
Forfeited or expired	28,364			$	132.20
Non-vested RSUs at October 31, 2016	507,779			$	131.63

Performance Units

Performance units are granted to selected executives and other key employees with vesting contingent upon meeting future reported earnings per share goals over a defined performance cycle, usually three years. Performance units, if earned, may be paid in cash or shares of common stock. The performance shares actually earned will range from zero to 150% of the target number of performance shares for performance periods ending in fiscal 2016 through fiscal 2018. Subject to limited exceptions set forth in the performance share plan, any shares earned will be distributed in the subsequent fiscal year after the performance period. The fair value of performance unit awards is estimated on the date of grant based on the current market price of our common stock and the estimate of probability of award achievement. This estimate is reviewed each fiscal quarter and adjustments are recorded if it is determined that the estimate of probability of award achievement has changed.

We recognize compensation expense ratably over the vesting period. As of October 31, 2016, there was $9.1 million of total unrecognized compensation cost related to non-vested performance units, which is expected to be recognized over a remaining weighted-average vesting period of 1.7 years.

Performance units granted on December 11, 2013 vested on October 31, 2016 and met 100% of the target and, subject to the provisions of the plan, we expect to grant a similar performance award in our fiscal first quarter of 2017. We also granted performance unit awards on February 2, 2015 and January 29, 2016 with specific performance goals for each period ending on October 31, 2017 and October 31, 2018, respectively.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 10. Employee Benefits

Cooper's Retirement Income Plan

Cooper's Retirement Income Plan (Plan), a defined benefit plan, covers substantially all full-time United States employees. Cooper's contributions are designed to fund normal cost on a current basis and to fund the estimated prior service cost of benefit improvements. The unit credit actuarial cost method is used to determine the annual cost. Cooper pays the entire cost of the Plan and funds such costs as they accrue. Virtually all of the assets of the Plan are comprised of equities and participation in equity and fixed income funds.

Beginning in fiscal 2016, we refined the method used to determine the service and interest cost components of our net periodic benefit cost. Previously, the cost was determined using a single weighted-average discount rate derived from the yield curve. Under the refined method, known as the spot rate approach, we will use individual spot rates along the yield curve that correspond with the timing of each benefit payment. We believe this change provides a more precise measurement of service and interest costs by improving the correlation between projected cash outflows and corresponding spot rates on the yield curve. Compared to the previous method, the spot rate approach decreased the service and interest components of our benefit costs in fiscal 2016, which was immaterial. There is no impact on the total benefit obligation. We will account for this change prospectively as a change in accounting estimate.

The following table sets forth the Plan's benefit obligations and fair value of the Plan assets at October 31, 2016, and the funded status of the Plan and net periodic pension costs for each of the years in the three-year period ended October 31, 2016.

Retirement Income Plan

Years Ended October 31, (In millions)	2016				2015				2014
Change in benefit obligation
Benefit obligation, beginning of year	$	117.3			$	101.1			$	84.2
Service cost	8.9				8.8				7.1
Interest cost	4.3				4.6				4.0
Benefits paid	(2.3		)		(4.7		)		(1.8		)
Actuarial loss (gain)	10.7				7.5				7.6
Benefit obligation, end of year	$	138.9			$	117.3			$	101.1
Change in plan assets
Fair value of plan assets, beginning of year	$	79.5			$	72.2			$	59.3
Actual return on plan assets	2.0				2.0				5.9
Employer contributions	10.0				10.0				8.8
Benefits paid	(2.3		)		(4.7		)		(1.8		)
Fair value of plan assets, end of year	$	89.2			$	79.5			$	72.2
Funded status at end of year	$	(49.7	)		$	(37.8	)		$	(28.9	)

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended October 31, (In millions)	2016				2015				2014
Amounts recognized in the statement of financial position consist of:
Noncurrent asset	$	—			$	—			$	—
Current liability	—				—				—
Noncurrent liabilities	(49.7		)		(37.8		)		(28.9		)
Net amount recognized at year end	$	(49.7	)		$	(37.8	)		$	(28.9	)

Years Ended October 31, (In millions)	2016				2015				2014
Amounts recognized in accumulated other comprehensive income consist of:
Net transition obligation	$	—			$	—			$	—
Prior service cost	—				—				—
Net loss	45.8				32.1				22.1
Accumulated other comprehensive income	$	45.8			$	32.1			$	22.1

Years Ended October 31, (In millions)	2016				2015				2014
Information for pension plans with accumulated benefit obligations in excess of plan assets
Projected benefit obligation	$	138.9			$	117.3			$	101.1
Accumulated benefit obligation	$	121.2			$	102.6			$	88.6
Fair value of plan assets	$	89.2			$	79.5			$	72.2

Years Ended October 31, (In millions)	2016				2015				2014
Reconciliation of prepaid (accrued) pension cost
Accrued pension cost at prior fiscal year end	$	(5.7	)		$	(6.8	)		$	(8.9	)
Net periodic benefit cost	8.3				8.9				6.7
Contributions made during the year	10.0				10.0				8.8
Accrued pension cost at fiscal year end	$	(4.0	)		$	(5.7	)		$	(6.8	)

Years Ended October 31, (In millions)	2016				2015				2014
Components of net periodic benefit cost and other amounts recognized in other comprehensive income
Net periodic benefit cost:
Service cost	$	8.9			$	8.8			$	7.1
Interest cost	4.3				4.6				4.0
Expected return on plan assets	(6.6		)		(6.0		)		(5.0		)
Amortization of transitional (asset) or obligation	—				—				—
Amortization of prior service cost	—				—				—
Recognized actuarial loss	1.7				1.5				0.6
Net periodic pension cost	$	8.3			$	8.9			$	6.7

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended October 31, (In millions)	2016				2015				2014
Other changes in plan assets and benefit obligations recognized in other comprehensive income
Net transition obligation	$	—			$	—			$	—
Prior service cost	—				—				—
Net loss (gain)	15.4				11.5				6.7
Amortizations of net transition obligation	—				—				—
Amortizations of prior service cost	—				—				—
Amortizations of net (gain)	(1.7		)		(1.5		)		(0.6		)
Total recognized in other comprehensive income	$	13.7			$	10.0			$	6.1
Total recognized in net periodic benefit cost and other comprehensive income	$	22.0			$	18.9			$	12.8

There is no estimated net transition obligation or prior service cost, but $2.7 million of estimated net loss for the plan will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year.

Years Ended October 31,	2016			2015			2014
Weighted-average assumptions used in computing the net periodic pension cost and projected benefit obligation at year end:
Discount rate for determining net periodic pension cost:
Projected Benefit Obligation	4.25	%		4.25	%		4.75	%
Service Cost	4.42	%		4.25	%		4.75	%
Interest Cost	3.70	%		4.25	%		4.75	%
Discount rate for determining benefit obligations at year end	3.74	%		4.25	%		4.25	%
Rate of compensation increase for determining expense	4.00	%		4.00	%		4.00	%
Rate of compensation increase for determining benefit obligations at year end	4.00	%		4.00	%		4.00	%
Expected rate of return on plan assets for determining net periodic pension cost	8.00	%		8.00	%		8.00	%
Expected rate of return on plan assets at year end	8.00	%		8.00	%		8.00	%
Measurement date for determining assets and benefit obligations at year end	10/31/2016			10/31/2015			10/31/2014

The discount rate enables us to state expected future cash flows at a present value on the measurement date. The discount rate used for the plan is based primarily on the yields of a universe of high quality corporate bonds or the spot rate of high quality AA-rated corporate bonds, with durations corresponding to the expected durations of the benefit obligations. A change in the discount rate will cause the present value of benefit obligations to change in the opposite direction. If a discount rate of 4.25%, which is similar to prior fiscal year, had been used, the projected benefit obligation would have been $126.7 million, and the accumulated benefit obligation would have been $111.2 million.

The expected rate of return on plan assets was determined based on a review of historical returns, both for this plan and for medium- to large-sized defined benefit pension funds with similar asset allocations. This review generated separate expected returns for each asset class listed below. These expected future returns were then blended based on this Plan's target asset allocation.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Plan Assets

Weighted-average asset allocations at year end, by asset category are as follows:

Years Ended October 31,	2016			2015			2014
Asset category
Cash and cash equivalents	4.9	%		2.2	%		3.0	%
Corporate common stock	8.9	%		9.0	%		9.0	%
Equity mutual funds	47.2	%		52.0	%		52.1	%
Real estate funds	4.3	%		3.3	%		4.1	%
Bond mutual funds	34.7	%		33.5	%		31.8	%
Total	100.0	%		100.0	%		100.0	%

The Plan invests in a diversified portfolio of assets intended to minimize risk of poor returns while maximizing expected portfolio returns. To achieve the long-term rate of return, plan assets will be invested in a mixture of instruments, including but not limited to, corporate common stock (may include the Company's stock), investment grade bond funds, cash, balanced funds, real estate funds, small or large cap equity funds and international equity funds. The allocation of assets will be determined by the investment manager, and will typically include 50% to 80% equities with the remainder invested in fixed income and cash. Presently, this diversified portfolio is expected to return roughly 8.0% in the long run. The expected rate of return on assets is 8.0%.

Fair Value Measurement of Plan Assets

(In millions)	Total				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Asset category
Cash and cash equivalents	$	4.4			$	4.4			$	—			$	—
Corporate common stock	8.0				8.0				—				—
Equity mutual funds	42.1				42.1				—				—
Real estate funds	3.8				3.8				—				—
Bond mutual funds	30.9				30.9				—				—
Total	$	89.2			$	89.2			$	—			$	—

The Plan has an established process for determining the fair value of plan assets. Fair value is based upon quoted market prices, as Level 1 inputs, where available. For our investments in equity and bond mutual funds, and real estate funds, fair value is based on observable, Level 1 inputs, as price quotes are available and the fair values of these funds were not impacted by liquidity restrictions or the fund status. Level 2 assets are those where price quotes are not readily available and the fair value would be determined based on other observable inputs. Level 3 assets are those where price quotes are not readily available and the fair value would be determined based on unobservable inputs.

While we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Plan Cash Flows

Contributions

The Company contributions to the pension plan were $10.0 million, $10.0 million and $8.8 million for fiscal 2016, 2015 and 2014, respectively. We closely monitor the funded status of the Plan with respect to legislative and accounting rules. We expect to make contributions of about $10.0 million during fiscal 2017.

Estimated Future Benefit Payments

Years (In millions)
2017	$	2.9
2018	$	3.3
2019	$	3.8
2020	$	4.3
2021	$	4.8
2022-2026	$	32.8

Cooper's 401(k) Savings Plan

Cooper's 401(k) savings plan provides for the deferral of compensation as described in the Internal Revenue Code and is available to substantially all United States employees. Employees who participate in the 401(k) plan may elect to have up to 75% of their pre-tax salary or wages deferred and contributed to the trust established under the plan. Cooper's contributions on account of participating employees, were $4.4 million, $4.2 million and $4.0 million for the years ended October 31, 2016, 2015 and 2014, respectively.

International Pension Plans

For our employees outside the United States, we also participate in country-specific defined contribution plans and government-sponsored retirement plans. The defined contribution plans are administered by third-party trustees and we are not directly responsible for providing benefits to participants of government-sponsored plans. The Company’s contributions to such plans are not significant individually or in the aggregate.

Note 11. Fair Value Measurements

As of October 31, 2016 and October 31, 2015, the carrying value of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, lines of credit, accounts payable and other current liabilities approximate fair value due to the short-term nature of such instruments and the ability to obtain financing on similar terms.

Assets and liabilities are measured and reported at fair value per related accounting standards that define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. An asset’s or liability’s level is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are valued and disclosed in one of the following three levels of the valuation hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

We believe that the balances of our revolving debt and term loans approximated their fair values as of October 31, 2016 and October 31, 2015 and are categorized as Level 2 of the fair value hierarchy.

We have derivative assets and liabilities that may include interest rate swaps, cross currency swaps and foreign currency forward contracts. The impact of the counterparty’s creditworthiness when in an asset position and Cooper's creditworthiness when in a liability position has also been factored into the fair value measurement of the derivative instruments. Both the counterparty and Cooper are expected to continue to perform under the contractual terms of the instruments.

We may use interest rate swaps to maintain our desired mix of fixed-rate and variable-rate debt. The swaps exchange fixed and variable rate payments without exchanging the notional principal amount of the debt. We have elected to use the income approach to value the derivatives using observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a single present amount assuming that participants are motivated but not compelled to transact. Level 2 inputs are limited to quoted prices for similar assets or liabilities in active markets, specifically Eurodollar futures contracts up to three years, and inputs other than quoted prices that are observable for the asset or liability - specifically LIBOR cash and swap rates and credit risk at commonly quoted intervals. Mid-market pricing is used as a practical expedient for fair value measurements.

We may use foreign exchange forward contracts to minimize, to the extent reasonable and practical, our exposure to the impact of foreign currency fluctuations. We have elected to use the income approach to value the derivatives using observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a single present amount assuming that participants are motivated but not compelled to transact. Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability - specifically LIBOR cash rates, credit risk at commonly quoted intervals, foreign exchange spot rates and forward points. Mid-market pricing is used as a practical expedient for fair value measurements.

The following table sets forth our financial assets and liabilities that were measured at fair value on a recurring basis using Level 2 inputs during the fiscal years 2016 and 2015, within the fair value hierarchy at October 31:

(In millions)	2016				2015
Assets:
Foreign exchange contracts	$	—			$	1.3
Liabilities:
Foreign exchange contracts	—				0.4
	$	—			$	0.4

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 12. Commitments and Contingencies

Lease Commitments

Total minimum annual rental obligations under noncancelable operating leases (substantially all real property or equipment) in force at October 31, 2016, were payable as follows:

(In millions)
2017	$	27.4
2018	23.7
2019	21.5
2020	19.2
2021	16.4
2022 and thereafter	124.8
	$	233.0

Aggregate rental expense for both cancelable and noncancelable contracts amounted to $29.9 million, $27.5 million and $25.6 million in 2016, 2015 and 2014, respectively.

Legal Proceedings

On or about November 11, 2014, Johnson & Johnson Vision Care (JJVC) filed an action in the district court of Dusseldorf, Germany, against CooperVision GmbH and CooperVision, Inc. (collectively “CooperVision” or “we”) for patent infringement. In the action, JJVC alleged that certain CooperVision products infringe JJVC’s European Patent No. EP 1 754 728 B1, and was seeking damages and to enjoin these products from selling in Germany. We were challenging the validity of the patent before the European Patent Office.

In July 2015, CooperVision made a one-time lump sum payment to JJVC of $17.0 million to settle our existing patent disputes. As a result of the settlement, we withdrew our opposition to the JJVC patent filed before the European Patent Office, and JJVC withdrew its complaint of infringement pending before the district court of Dusseldorf, Germany. The settlement included worldwide, non-exclusive, perpetual and royalty-free cross-licenses between the parties to certain patents including the JJVC patent referenced above. The settlement also included reciprocal covenants not to sue on those patents which were not licensed with respect to each party’s current, core commercialized product offerings, including all silicone hydrogel lenses. Neither party admitted any liability as part of the settlement.

Since March 2015, over 50 putative class action complaints were filed by contact lens consumers alleging that contact lens manufacturers, in conjunction with their respective Unilateral Pricing Policy (UPP), conspired to reach agreements between each other and certain distributors and retailers regarding the prices at which certain contact lenses could be sold to consumers. The plaintiffs are seeking damages against CooperVision, Inc., other contact lens manufacturers, distributors and retailers, in various courts around the United States. In June 2015, all of the class action cases were consolidated and transferred to the United States District Court for the Middle District of Florida. CooperVision and the other defendants jointly filed a motion to dismiss the complaints in December 2015. In June 2016, the motion to dismiss with respect to claims brought under the Maryland Consumer Protection Act was granted, but the motion to dismiss with respect to claims brought under Section 1 of the Sherman Act and other state laws was denied. The actions currently are in discovery. CooperVision denies the allegations and intends to defend the actions vigorously. At this time, we do not believe a loss or adverse effect on our financial condition is probable nor is any range of potential loss reasonably estimable.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The Company is involved in various lawsuits, claims and other legal matters from time to time that arise in the ordinary course of conducting business, including matters involving our products, intellectual property, supplier relationships, distributors, competitor relationships, employees and other matters. The Company does not believe that an estimate of possible loss or a range of loss can be made at this time.

Note 13. Business Segment Information

Cooper uses operating income, as presented in our financial reports, as the primary measure of segment profitability. We do not allocate costs from corporate functions to segment operating income. Items below operating income are not considered when measuring the profitability of a segment. We use the same accounting policies to generate segment results as we do for our consolidated results.

Total net sales include sales to customers as reported in our Consolidated Statements of Income and sales between geographic areas that are priced at terms that allow for a reasonable profit for the seller. Operating income (loss) is total net sales less cost of sales, selling, general and administrative expenses, research and development expenses, and amortization of intangible assets. Corporate operating loss is principally corporate headquarters expense. Interest expense, loss on extinguishment of debt and other income and expenses are not allocated to individual segments.

One customer, a CooperVision contact lens distributor, accounted for approximately 11% of our consolidated net revenue in the fiscal year ended October 31, 2016 and was approximately 10% in the fiscal year ended October 31, 2014. No customers accounted for 10% or more of our consolidated net revenue in the fiscal year ended October 31, 2015.

Identifiable assets are those used in continuing operations except cash and cash equivalents, which we include as corporate assets. Long-lived assets are property, plant and equipment.

The following table presents a summary of our business segment net sales:

(In millions)	2016				2015				2014
CooperVision net sales by category:
Toric lens	$	480.2			$	440.1			$	428.6
Multifocal lens	169.8				162.1				147.0
Single-use sphere lens	403.1				357.2				306.6
Non single-use sphere and other	524.1				528.4				510.4
Total CooperVision net sales	1,577.2				1,487.8				1,392.6
CooperSurgical net sales	389.6				309.3				325.2
Total net sales	$	1,966.8			$	1,797.1			$	1,717.8

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Information by business segment for each of the years in the three-year period ended October 31, 2016, follows:

(In millions)	CooperVision				CooperSurgical				Corporate				Consolidated
2016
Net sales	$	1,577.2			$	389.6			$	—			$	1,966.8
Operating income (loss)	$	309.8			$	60.2			$	(45.9	)		$	324.1
Interest expense													26.2
Other expense, net													2.3
Income before income taxes													$	295.6
Identifiable assets	$	3,382.4			$	907.1			$	186.4			$	4,475.9
Depreciation expense	$	131.3			$	5.9			$	0.3			$	137.5
Amortization expense	$	40.1			$	20.7			$	—			$	60.8
Capital expenditures	$	142.8			$	9.8			$	—			$	152.6
2015
Net sales	$	1,487.8			$	309.3			$	—			$	1,797.1
Operating income (loss)	$	229.8			$	56.1			$	(49.2	)		$	236.7
Interest expense													18.1
Other expense, net													3.1
Income before income taxes													$	215.5
Identifiable assets	$	3,714.6			$	674.9			$	70.4			$	4,459.9
Depreciation expense	$	134.0			$	5.6			$	0.3			$	139.9
Amortization expense	$	36.6			$	14.9			$	—			$	51.5
Capital expenditures	$	238.3			$	4.6			$	0.1			$	243.0
2014
Net sales	$	1,392.6			$	325.2			$	—			$	1,717.8
Operating income (loss)	$	289.0			$	69.0			$	(51.5	)		$	306.5
Interest expense													8.0
Other expense, net													2.0
Income before income taxes													$	296.5
Identifiable assets	$	3,699.6			$	646.2			$	112.5			$	4,458.3
Depreciation expense	$	95.5			$	6.5			$	0.5			$	102.5
Amortization expense	$	22.7			$	13.0			$	—			$	35.7
Capital expenditures	$	233.6			$	4.2			$	0.3			$	238.1

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Information by geographical area by country of domicile for each of the years in the three-year period ended October 31, 2016, follows:

(In millions)	United States				Europe				Rest of World, Other Eliminations & Corporate				Consolidated
2016
Sales to unaffiliated customers	$	886.5			$	681.1			$	399.2			$	1,966.8
Sales between geographic areas	254.7				464.1				(718.8		)		—
Net sales	$	1,141.2			$	1,145.2			$	(319.6	)		$	1,966.8
Operating income (loss)	$	77.7			$	6.0			$	240.4			$	324.1
Long-lived assets	$	464.1			$	334.4			$	79.2			$	877.7
2015
Sales to unaffiliated customers	$	811.9			$	647.3			$	337.9			$	1,797.1
Sales between geographic areas	250.0				493.1				(743.1		)		—
Net sales	$	1,061.9			$	1,140.4			$	(405.2	)		$	1,797.1
Operating income (loss)	$	30.7			$	(37.6	)		$	243.6			$	236.7
Long-lived assets	$	494.2			$	407.9			$	65.0			$	967.1
2014
Sales to unaffiliated customers	$	773.8			$	582.4			$	361.6			$	1,717.8
Sales between geographic areas	230.6				346.0				(576.6		)		—
Net sales	$	1,004.4			$	928.4			$	(215.0	)		$	1,717.8
Operating income	$	47.8			$	(10.3	)		$	269.0			$	306.5
Long-lived assets	$	499.2			$	406.4			$	31.7			$	937.3

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 14. Selected Quarterly Financial Data (Unaudited)

(In millions, except per share amounts)	First Quarter				Second Quarter				Third Quarter				Fourth Quarter
2016 (1)
Net sales	$	449.6			$	483.8			$	514.7			$	518.7
Gross profit	$	262.0			$	298.5			$	316.6			$	296.0
Income before income taxes	$	50.7			$	82.6			$	93.4			$	68.9
Net income attributable to Cooper stockholders	$	51.4			$	74.1			$	87.9			$	60.5
Earnings per share attributable to Cooper stockholders - basic	$	1.06			$	1.53			$	1.81			$	1.25
Earnings per share attributable to Cooper stockholders - diluted	$	1.05			$	1.52			$	1.79			$	1.23
2015 (1)
Net sales	$	445.2			$	434.7			$	461.7			$	455.5
Gross profit	$	276.4			$	267.7			$	272.9			$	253.3
Income before income taxes	$	67.5			$	67.0			$	44.6			$	36.4
Net income attributable to Cooper stockholders	$	61.2			$	60.7			$	45.0			$	36.7
Earnings per share attributable to Cooper stockholders - basic	$	1.27			$	1.25			$	0.92			$	0.76
Earnings per share attributable to Cooper stockholders - diluted	$	1.25			$	1.23			$	0.91			$	0.75

(1) Fiscal first through fourth quarters of 2016 and 2015 results include charges for integration and restructuring activities related to recent acquisitions.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 15. Subsequent Event

Subsequent to our fiscal year ended October 31, 2016, on November 6, 2016, CooperSurgical acquired Wallace, the in-vitro fertilization segment of Smiths Medical International, Ltd., a division of Smiths Group plc., for a purchase price of approximately $168.0 million, subject to customary closing adjustments.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES